Tiffany Sy
About Tiffany Sy
Tiffany R. Sy, age 45, is ILPT’s Chief Financial Officer and Treasurer since October 1, 2023. She is a certified public accountant with prior leadership roles at The RMR Group, Seven Hills Realty Trust, Tremont Realty Capital, AlerisLife (formerly Five Star Senior Living), Bank Rhode Island, and over 10 years in Ernst & Young’s audit practice . ILPT’s 2024 operating profile included 94.4% occupancy, 6.1 million SF of leasing at an 18.2% roll-up, and 1.1% YoY growth in rental income; pay-versus-performance shows ILPT’s 2024 TSR (value of $100 investment) at $19.40 and net loss of $(95.7) million, indicating challenging shareholder returns during Sy’s tenure start period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The RMR Group LLC | Vice President | Since Oct 2022 | Senior finance leadership supporting REIT clients |
| Seven Hills Realty Trust | Chief Financial Officer & Treasurer | Oct 2022 – Sep 2023 | Public REIT CFO; resigned to assume ILPT CFO role |
| Tremont Realty Capital LLC (RMR subsidiary) | VP, CFO & Treasurer | Oct 2022 – Sep 2023 | Registered investment adviser; real estate credit platform finance leadership |
| AlerisLife Inc. (Five Star Senior Living) | Accounting leadership | Not disclosed | Corporate accounting leadership in senior living operations |
| Bank Rhode Island | Accounting leadership | Not disclosed | Financial institution accounting roles |
| Ernst & Young LLP | Audit practice | 15 years (more than 10 years at EY audit) | Public audit experience; CPA credential |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Seven Hills Realty Trust | Chief Financial Officer & Treasurer | Oct 2022 – Sep 2023 | Public company role prior to ILPT appointment |
| Tremont Realty Capital LLC | VP, CFO & Treasurer | Oct 2022 – Sep 2023 | RMR-affiliated adviser |
Fixed Compensation
ILPT does not pay cash compensation to its executive officers; cash compensation is paid by The RMR Group. In 2024, the aggregate RMR-paid cash compensation for ILPT’s named executive officers (Mses. Duffy and Sy) was $637,967 in base salaries and $692,500 in discretionary cash bonuses; RMR sets no guaranteed bonuses, no specific performance targets, and provides no tax gross-ups . ILPT’s compensation to executives consists solely of time-vested share awards under the 2018 Equity Compensation Plan (Share Award Plan) .
Performance Compensation
| Element | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| ILPT Share Award Plan | Discretionary share awards to align with shareholders | Not applicable | No formulaic targets | 2024 Grants: Sy received 10,330 ILPT common shares ($49,997 grant date fair value) | 1/5 vests at grant; remaining vests in four equal annual installments; distributions paid on both vested and unvested shares; accelerated vesting upon certain change-in-control or termination events |
| RMR Cash Bonus (paid by RMR) | Holistic evaluation of RMR, ILPT, and other RMR clients; qualitative and quantitative assessments | Discretionary | No specific targets | Aggregate for Mses. Duffy & Sy: $692,500 in 2024 discretionary bonuses (individual breakout not disclosed) | Not applicable (cash, paid by RMR) |
Equity Ownership & Alignment
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (ILPT) | 13,080 shares | As of March 12, 2025; less than 1% of outstanding shares |
| Unvested ILPT shares (12/31/2024) | 8,264 shares | Market value $30,164 at 12/31/2024 |
| 2024 shares vested | 2,616 shares | Value realized on vesting: $12,815 |
| 2024 ILPT grant | 10,330 shares | Grant date: 9/11/2024; fair value $49,997 |
| Hedging | Prohibited for officers | Insider Trading Policy prohibits hedging transactions |
| Pledging | Not disclosed | No pledging disclosure found |
| Options | None disclosed | ILPT uses share awards; does not grant stock options to NEOs |
| Company purchases for tax withholding | 67,206 ILPT shares (aggregate across insiders) | ILPT repurchased shares in 2024 from Managing Trustees, officers, and RMR employees to satisfy vesting-related tax obligations |
Employment Terms
- Appointment: ILPT Board appointed Sy as CFO & Treasurer effective October 1, 2023; age 43 at appointment; no related-party transactions; indemnification agreement consistent with other officers and trustees .
- Change-in-control and termination: Share award agreements provide accelerated vesting upon certain change-in-control or termination events (“Termination Event”). As of 12/31/2024, the potential accelerated vesting for Sy would cover 9,564 unvested shares with a value of $34,909 (based on 12/31/2024 closing price) .
- Clawbacks/forfeiture: Unvested shares may be forfeited if the executive ceases to render significant services to ILPT, RMR, or RMR clients during the vesting period .
- Non-compete/non-solicit: Not disclosed in ILPT filings reviewed.
- Ownership guidelines: Trustee share ownership guidelines exist; officer ownership guidelines are not disclosed. Hedging prohibited; preclearance required for certain trading windows .
Compensation Tables (Tiffany R. Sy)
| Metric | 2023 | 2024 |
|---|---|---|
| Stock Awards ($) | $5,445 | $49,997 |
| All Other Compensation ($) | $46 | $151 |
| Total ($) | $5,491 | $50,148 |
| 2024 Grants of Plan-Based Awards | Grant Date | Shares | Grant Date Fair Value ($) |
|---|---|---|---|
| Tiffany R. Sy | 9/11/2024 | 10,330 | $49,997 |
| Outstanding Equity Awards at FY End (12/31/2024) | Year Granted | Unvested Shares (#) | Market Value of Unvested ($) |
|---|---|---|---|
| Tiffany R. Sy | 2024 | 8,264 | $30,164 |
| 2023 | 900 | $3,285 | |
| 2022 | 300 | $1,095 | |
| 2021 | 100 | $365 |
| Stock Vested in 2024 | Shares Acquired on Vesting (#) | Value Realized ($) |
|---|---|---|
| Tiffany R. Sy | 2,616 | $12,815 |
| Potential Payments upon Termination or Change in Control (as of 12/31/2024) | Shares Vested Upon Termination Event (#) | Value Realized ($) |
|---|---|---|
| Tiffany R. Sy | 9,564 | $34,909 |
Compensation Structure Analysis
- Shift toward equity: ILPT compensates executives via ILPT share awards only; cash compensation is determined and paid by RMR. 2024 awards to Sy increased versus 2023, consistent with Compensation Committee’s decision to set awards by dollar value for consistency and retention alignment .
- At-risk pay and performance metrics: RMR bonuses are discretionary with holistic performance evaluation, not formulaic targets; ILPT share awards are time-based with change-in-control acceleration, not tied to TSR or financial hurdles for vesting .
- No tax gross-ups/excess perquisites: RMR compensation practices indicate no tax gross-ups and no excessive perquisites .
- Repricing/modifications: ILPT does not grant stock options to NEOs, reducing repricing risk .
Risk Indicators & Red Flags
- Hedging prohibition reduces misalignment risk; pledging status not disclosed (monitor) .
- Pay-versus-performance shows low TSR in 2024 and negative net income, suggesting potential misalignment between shareholder returns and time-based vesting without performance conditions (contextual, not a policy violation) .
- Related-party ecosystem: ILPT is externally managed by RMR; extensive related-party transactions are disclosed and approved under governance guidelines; shareholders should monitor incentive management fee and management agreements .
Say-on-Pay & Peer Group
- Advisory vote to approve executive compensation scheduled for the 2025 Annual Meeting; Board recommends “FOR” .
- Peer benchmarking: RMR considers specified peer companies in compensation planning, but the proxy does not list the peer group composition .
Investment Implications
- Alignment and retention: Time-based ILPT share vesting and accelerated vesting on change-in-control provide retention incentives but lack explicit performance conditions; ownership is modest (13,080 shares), with prohibited hedging and unknown pledging status .
- Insider selling pressure: Form 4 transaction analysis could not be retrieved due to an authorization error in the insider-trades skill; however, ILPT repurchased shares to satisfy vesting-related tax withholding across insiders in 2024, indicating routine net-share settlement practices rather than discretionary open-market selling .
- Pay-for-performance: With 2024 TSR at $19.40 (on $100 base) and net loss $(95.7) million, discretionary RMR bonuses and time-based ILPT share vesting mean limited direct linkage to measurable financial outcomes; monitor future Compensation Committee disclosures for any shift toward performance-conditioned equity .
- Governance and external management: ILPT’s external management by RMR and incentive management fee based on three-year TSR relative to peers can create macro alignment at the manager level, but executive equity awards at ILPT remain time-based; continued shareholder engagement on performance metrics may influence future plan design .